Item 8.01 Other Events.

On November 3, 2009, Icahn Enterprises L.P. ("Icahn Enterprises") issued a press release announcing that the board of directors of its general partner, Icahn Enterprises G.P. Inc., declared a quarterly distribution of $0.25 per unit on its depositary units, which will be paid on December 3, 2009. The press release also announced that Icahn Enterprises will discuss its third quarter 2009 and year to date results on a conference call and Webcast on November 5, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 - Press Release dated November 3, 2009.

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